Purchased shares: shares repurchased by the Company in accordance with Article 112 of the Companies Act. Preference shares: shares issued by the Company that give the right to a greater percentage of the Company's net profit than the percentage that holders of ordinary shares receive, after reservation of the legal reserve, without entitlement to voting rights in the General Meeting. General Meeting: the general meeting held in the presence of the shareholders of the Company, in accordance with the provisions of the Company's articles of association and the Companies Act.
Special meeting: the extraordinary general meeting held with the participation of holders of preferred shares of the same class in accordance with the Companies Act, the company's articles of association and these rules and procedures. Custody center regulations: The securities center regulations approved by Tilsynet's board. Without prejudice to § 91 of the Companies Act, the company can send general meetings and special meetings meeting notices using modern technology.. return, sale, pledging of shares chapter 1.
The amount of own shares held may not exceed the amount of the Company's retained earnings. The extraordinary general meeting must also authorize the board of directors to complete the buyback transaction within a maximum period of twelve (12) months from the date of the above extraordinary general meeting's resolution. The company must publish the approval of the buyback transaction and its conditions immediately after the relevant resolution of the extraordinary general meeting is issued.
The extraordinary General Meeting may at any time issue a resolution to change the purposes of the share repurchase; If the purpose of a Company's share buyback is to reduce its share capital, the provisions of Section 148 of the Companies Act must be taken into account. Unless its own shares are allocated to the Company's employees as part of the Employee Share Plan, a Company may not increase its share capital through a rights issue if it holds its own shares or if the extraordinary General Meeting has approved a share buyback transaction. and has not withdrawn this approval.
The general meeting may authorize the board of directors to determine the terms of the plan, including the distribution price for each share offered to employees, if offered for payment; and. The lien on the shares is recorded, recorded and released in the share book in accordance with the provisions of the Depository Center Regulations. It is permitted to record more than one lien on any Unit of Shares subject to a lien in accordance with the provisions of the Commercial Mortgages Act.
Special meetings of holders of Preference Shares must be held in accordance with the provisions of Section 89 of the Companies Act. If the decision of the General Meeting leads to modification of the rights of holders of Preference Shares, including the liquidation of the Company or conversion of Preference Shares into.
Period for trading of pre-emptive rights and the subscription in the new Shares
Warrants are negotiable securities issued by a company which give their holder the right to subscribe for new cash shares offered after the extraordinary general meeting approves the capital increase through the issue of new cash shares. Each subscription right entitles its holder to subscribe for one new Share at the offer price. The extraordinary general meeting may decide to allocate the new Shares as a result of a capital increase to any shareholder (except others) or a new investor who is not a shareholder, and in this case the capital increase does not result in a rights issue.
Following the extraordinary General Meeting's approval of the capital increase through a rights issue, the price of the Share is adjusted by the Stock Exchange, and the preemptive rights are deposited as securities in the portfolios of the Registered Shareholders based on their eligibility and in proportion up to the percentage they each own in the share capital, within a maximum of two (2) days from the date of the extraordinary General Meeting. The preemptive rights will appear in the portfolios of Registered Shareholders under a new symbol indicating these rights, and cannot be traded or subscribed to, except in accordance with what is disclosed in the Prospectus. The value of such pre-emptive rights will not appear in the Registered Shareholders' portfolios before the trading period, but only the number of pre-emptive rights will appear.
The stock exchange will regularly calculate and publish the approximate value on its website during the trading period with the preferential right.
Rump Offering Period (if any)
If the price of small shares is higher than the offer price, the difference (if any) will be distributed after deducting the subscription money and expenses incurred by the company in connection with the sale of these rights, as a compensation to the holders of preferential rights. rights, whether they are registered shareholders or new investors, who have purchased a preferential right and have not registered it or have not sold their preferential right in proportion to the preferential right they hold.
Allocation of shares to subscribers
A shareholder of a Company may, on the basis of a written proxy letter, authorize another natural person, either one of the shareholders of the Company or others, provided that he is not a member of the Board of Directors or an employee of the Company, to To attend a General Meeting or Special Meeting. meetings and votes on his/her behalf on the agenda items. Notwithstanding the information required in paragraph (a) of this article, a shareholder may authorize another person, from shareholders of the Company or others, to attend the General Meeting or Special Meeting, provided that he is not a member of the Board of is a director or employee of the Company. to meet on its behalf pursuant to a legal power of attorney, provided that such power of attorney expressly states the right of the representative to attend the meetings of the General Meeting and the Special Meeting of the Company (if applicable) and to vote on the agenda items . Such a proxy letter must be sent to the Company within the first three (3) months of the financial year or within one (1) month from the date of acquisition of Shares in the Company.
Such letter shall be deemed an official letter of proxy authorizing such representatives to attend General Meeting or Special Meeting Meetings held within one (1) year from the date of the letter of proxy. If the Company's articles of association do not include such restriction, a single proxy may accept more than one proxy letter from the Company's shareholders, attend meetings and vote on their behalf, regardless of the number of shares he represents at a meeting, except where the power of attorney is issued. by a shareholder if he/she only owns a number of Shares that exceed the maximum number determined in the by-laws. Such proxy will be valid if a meeting is postponed to a second or third meeting due to failure to reach the quorum of the first meeting to which the proxy letter was issued.
A shareholder (who is a natural person) may not authorize another person in any of the following cases: .. a) to participate in the company's general meeting or extraordinary general meeting on his/her behalf using modern technology. b) to participate in the Company's general meeting or private general meeting meeting on his/her behalf, if the shareholder intends to personally attend the meeting at the same time through Contemporary Technology. The shareholder or his proxy must deliver the original copy of the power of attorney to the company at least two days before the general meeting, and the proxy must present the original power of attorney before the general meeting. Any power of attorney issued in violation of the section shall be barred and deemed null and void.
The Company may accept proxies that have not been received within the period specified in article 53 of these regulations and procedures, provided that they are handed over to the Company before the conclusion of the registration process of shareholders to attend the General Meeting or Special Meeting. The businesses and contracts carried out for personal purposes shall not be considered as a direct or indirect interest requiring the consent of the ordinary general meeting, provided that such businesses and contracts are carried out under the same conditions and in the same circumstances as those carried out followed by the Company with all contractors and dealers, and that such businesses and contracts must be within the normal course of the Company's business. The total amount of business or contracts or the aggregate of business and contracts during the fiscal year is less than (1%) of the company's revenues according to the last audited financial statements and less than 10 million Saudi Riyals.
The business or contract will not be part of the business and consulting contracts that a board member carries out through a professional license for the company in accordance with Article 3 of these Regulations. For the purposes of the Implementation of this Article, the meaning of the term "Related" is as set out in the Corporate Governance Regulations. If the Board of Directors rejects the granting of the authorization in accordance with Article (56) of these Rules and Procedures, the member of the Board must resign within a period determined by the Board of Directors; otherwise, his/her membership in the Board will be considered terminated, unless he/she decides to withdraw from such contract, transaction or competing undertaking or regulate his/her situation in accordance with the Companies Act and its Implementing Regulations before the end of the period determined by the Board.
